Exhibit
10.12


 


Watson
Wyatt Worldwide, Inc.


 


Amended Voluntary
Deferred Compensation Plan


 


1.             Purpose


 


The purpose of the
Watson Wyatt Worldwide, Inc. Voluntary Deferred Compensation Plan is to
provide non-employee directors of Watson Wyatt Worldwide an opportunity to
defer compensation from the Company.


 


2.             Definitions


 


(a) ““Change
in Control” shall mean the occurrence of any of the following:


 


(i)            the sale,
lease, transfer, conveyance or other disposition, in one or a series of related
transactions over any 12-month period, of all or substantially all of the
assets of the Company by any one person or “group” of persons (as determined
pursuant to Section 409A);


 


(ii)           any person or
group acquires ownership of stock of the Company that, together with stock held
by such person or group, constitutes more than 50% of the total voting power of
the Company, including by way or merger, consolidation, reorganization or
otherwise; or


 


(iii)          during any
12-month period, individuals who had at the beginning such period served on the
Board of Directors (any such individual, an “Incumbent Director”) cease for any
reason to constitute a majority of the Board of Directors; provided that any
new director whose nomination for election to the Board was approved by a
majority of the Incumbent Directors then in office shall be considered an “Incumbent
Director.”


 


(b)           The term “Committee” shall mean the Compensation
Committee of the Board of Directors of the Company.


 


(c)           The “Company” shall mean Watson Wyatt Worldwide, Inc.


 


(d)           The term “Compensation” shall mean
retainers, meeting fees, and any other fees for assignments arising out of the
Participant’s capacity as a non-employee director.


 


(e)           The term “Deferred Compensation Account”
shall mean a memorandum account established by the Company on its books.


 


(f)            The term “Participant” shall mean a non-employee
director of the Company.


 

















 


(g)           The term “Plan” shall mean the Watson
Wyatt Worldwide, Inc. Amended Voluntary Deferred Compensation Plan.


 


(h)           “Section 409A” means Section 409A of the
Internal Revenue Code of 1986, as amended, and any regulations and other
guidance issued by the Internal Revenue Service thereunder.


 


3.             Administration


 


The Plan shall be
administered by the Compensation Committee of the Board of Directors of the
Company.  The Company shall have sole and
complete authority to interpret the terms and provisions of the Plan and to
delegate various administrative tasks to appropriate officers and employees of
the Company.


 


4.             Eligibility


 


Non-employee
directors  who have acquired at least 5,000
shares of Watson Wyatt & Company Holdings common stock shall be
eligible to participate in the Plan.


 


5.             Election to Defer


 


(a)           A Participant
may elect in writing delivered to the Committee to defer receipt of all or a
specified portion of his/her Compensation. 
Once received by the Committee, an election to defer for a particular
year may not be revoked except in the event the Participant experiences an
unforeseeable emergency (as determined pursuant to Section 409A).


 


(b)           The election must be made prior to the beginning of
the calendar year to which the Compensation relates.  A new Participant in the Plan shall have 15
days following his/her selection by the Committee to make an election with
respect to Compensation to be earned for the balance of the year.


 


(c)           The period of deferral shall be until the Participant
ceases to be a director of the Company.


 


6.             Establishment of Deferred
Compensation Account


 


At the time of the
Participant’s initial deferral pursuant to Paragraph 5, the Company shall
establish a Deferred Compensation Account for such Participant on its
books.  Deferred Amounts 


 


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shall be credited
to the Deferred Compensation Accounts at the time the Compensation would have
been paid to the Participant if no deferral election were made.  Additions as provided in Paragraph 7, below,
shall be credited to the Participant’s Deferred Compensation Account as of the
last day of each quarter.


 


7.             Additions to Deferred Accounts


 


As of the last day of each quarter, the balance in the Participant’s
Deferred Compensation Account at the beginning of that quarter shall be
credited with interest using an interest factor equivalent to the prime rate of
interest reported by the Company’s primary bank as of the beginning of such
quarter..


 


8.             Payment of Deferred Amount


 


(a)           Except as otherwise provided in subparagraph (b) or
(c) below, a participant’s Deferred Compensation Account shall be paid to
the Participant, or the Participant’s beneficiary in a lump sum, as soon as
practical after the participant ceases to be a director of the Company.


 


In the event of
the Participant’s death, payment of the balance in the Participant’s Deferred
Compensation Account shall be made in a lump sum to the Participant’s
beneficiary designated by the Participant in writing and delivered to the
Committee, or if none, to the Participant’s estate.


 


(b)           A Participant shall receive the balance in the
Deferred Compensation Account as soon as practical after the occurrence of a
Change in Control of the Company.


 


(c)           Anything contained in this
Paragraph to the contrary notwithstanding, in the event a Participant incurs an
unforeseeable emergency (as determined pursuant to Section 409A) as
determined by the Committee in its sole discretion, the Committee, in its sole
discretion and upon written application of such Participant, may direct the
immediate payment of all or a portion of the then current value of such
Participant’s Deferred Compensation Account. 
Distributions because of an unforeseeable emergency shall be limited to
the amount reasonably necessary to satisfy the Participant’s emergency need
(which may include amounts necessary to pay any Federal, state, local, or
foreign income taxes or penalties reasonably anticipated to result 


 


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from the distribution).  In all
events, a distribution on account of unforeseeable emergency may not be made to
the extent that such emergency is or may be relieved through reimbursement or
compensation from insurance or otherwise, by liquidation of the Participant’s
assets, to the extent the liquidation of such assets would not cause severe
financial hardship, or by cessation of deferrals under the Plan.


 


9.             Participant Reports


 


The Committee
shall provide a statement to the Participant at least annually concerning the
status of his/her Deferred Compensation Account.


 


10.          Transferability of Interests


 


All Deferred
Compensation Accounts shall be merely bookkeeping entries.  Any assets which may be reserved to pay
benefits hereunder, shall be considered as general assets of the Company for
use as it deems necessary and shall be subject to the claims of the Company’s
creditors.  The rights and interests of a
Participant shall be solely those of a general creditor of the Company and such
Participant’s rights and interests may not be anticipated, assigned, pledged,
transferred or otherwise encumbered or disposed of except in the even of the
death of the Participant, and then only by will or the laws of descent and
distribution.


 


11.          Amendment, Suspension and Termination


 


The Company by
action of its board of Directors may amend, suspend of terminate the Plan or
any portion thereof in such manner and to such extent as it may deem advisable
and in the best interests of the Company. 
No amendment, suspension and termination shall alter or impair any
Deferred Compensation Accounts without the consent of the Participant affected
thereby.


 


12.          Severability


 


If any provision
of this Plan is declared to be invalid or unenforceable, such provision shall
be severed from this Plan and the other provisions hereof shall remain in full
force and effect.


 


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13.          Unfunded Obligation


 


The Plan shall not
be funded, and no trust, escrow or other provisions shall be established to
secure payments due under the Plan.  A
Participant shall be treated as a general, unsecured creditor of the Company at
all times under the Plan.


 


14.          Applicable Law


 


The Plan will be
construed and enforced according to the laws of the District of Columbia and
all provisions of the Plan will be administered accordingly.


 


15.          Effective Date


 


The Amended Plan
shall be effective on July 1, 2008.


 


Amended and executed
on behalf of Watson Wyatt Worldwide, Inc. pursuant to authorization of its
Board of Directors on July 25, 2008


 


 


	
   

  	
  By:

  	
  /s/ Walter W.
  Bardenwerper

  	
   

  
	
   

  	
   

  	
  Secretary

  



 


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